-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OMvpFQo+IoaAi0D0Z5wI/YZPBOfonF5IbNaLNJ7cUVaYQI+1y3sCpq1UDtBV/lzB T5+nGXJbp31aRQo2NSCRfA== 0000950131-02-003414.txt : 20020830 0000950131-02-003414.hdr.sgml : 20020830 20020830131053 ACCESSION NUMBER: 0000950131-02-003414 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020828 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL STEEL CORP CENTRAL INDEX KEY: 0000070578 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 250687210 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00983 FILM NUMBER: 02753886 BUSINESS ADDRESS: STREET 1: 4100 EDISON LAKES PARKWAY CITY: MISHAWAKA STATE: IN ZIP: 46545-3440 BUSINESS PHONE: 2192737000 MAIL ADDRESS: STREET 1: 4100 EDISON LAKE PARKWAY CITY: MISHAWAKA STATE: IN ZIP: 46545-3440 8-K 1 d8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8 - K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 30, 2002 (August 28, 2002) NATIONAL STEEL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-983 25-0687210 (Commission File Number) (IRS Employer Identification No.) 4100 Edison Lakes Parkway, Mishawaka, IN 46545-3440 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 574-273-7000 ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS National Steel Corporation issued press releases on August 28, 2002 and August 29, 2002 announcing the following actions: (1) National Steel Corporation Chapter 11 update and July 2002 results (2) National Steel Corporation corrects reported July 2002 EBITDA. Copies of these press releases are attached hereto as Exhibit 99.1 and 99.2, respectively. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99.1 Press release dated August 28, 2002. Exhibit 99.2 Press release dated August 29, 2002. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NATIONAL STEEL CORPORATION Date: August 30, 2002 By: /s/ Kirk A. Sobecki --------------------------------------------------- Kirk A. Sobecki Senior Vice President and Chief Financial Officer EX-99.1 3 dex991.txt PRESS RELEASE DATED AUGUST 28, 2002 Exhibit 99.1 [Logo of National Steel] - -------------------------------------------------------------------------------- National Steel Corporation 4100 Edison Lakes Parkway Mishawaka, IN 46545-3440 News Release Media Contact: Ronald B. Freeman 574-273-7559 Analyst / Investor Contact: William E. McDonough 574-273-7414 NATIONAL STEEL CORPORATION ANNOUNCES CHAPTER 11 UPDATE AND JULY 2002 RESULTS Mishawaka IN, August 28, 2002 - National Steel Corporation filed its petition for Chapter 11 bankruptcy protection on March 6, 2002. Since that time the Company has been working diligently with its advisors to prepare a plan of reorganization that will allow National Steel to emerge from Chapter 11 as quickly as possible. Hisashi Tanaka, chairman and chief executive officer said, "We have been very focused on our restructuring efforts and stabilizing our operations. It is now time to give everyone an update on our progress." The Company has been working on a number of strategic initiatives since the bankruptcy filing. Ongoing discussions have occurred with suppliers and vendors to review and renegotiate unfavorable contracts and improve payment terms. In many cases this activity has allowed the Company to reduce costs and extend payment terms to a more normal cycle, which has improved overall cash flow. "Our suppliers and vendors have been very supportive throughout this process. Their willingness to work with us has allowed us to stabilize our business in a most expeditious manner," Mr. Tanaka said. In addition to these steps, National has made customer service a priority. "I have made it clear to our employees that their attention must be on solid operating practices which translates to good customer service. We must make sure our customers are continuing to receive a quality product, on time," said Mr. Tanaka. Mr. Tanaka stated, "In spite of the distraction our March 6 filing created, our production facilities have been very focused on stabilizing operations. They have done a good job of reducing production costs and improving quality. These actions have had a very positive effect on our bottom line." This, along with improved economic conditions in the markets National serves, has resulted in improving financial results since March. Exhibit 99.1 The Company, along with its advisors, is developing a long-term business plan which would form the basis for a stand-alone plan of reorganization. In addition, the Company and its advisors are looking at potential merger or acquisition opportunities for the Company. "Our goal is to look at all options to ensure the long-term viability of the Company while at the same time focusing on emerging from bankruptcy as soon as possible," said Mr. Tanaka. "In the meantime our business continues to improve and our strong liquidity position should allow us the proper time to analyze all options," he concluded. On August 23, 2002, the Company filed a Form 8-K reporting its July 2002 financial results. For the month of July, the Company reported a net loss of $4.0 million, an improvement of $7.7 million compared to June 2002, on revenues of $211 million. Operating income was slightly negative at $0.5 million, however EBITDA was positive at $7 million. Total available liquidity, which includes cash balances plus available borrowing capacity under the DIP facility, net of reserves, was $209 million at the end of July 2002. "July is traditionally a difficult month due to the two week shutdown at automotive production facilities for model changeovers. Nevertheless, our results were better than forecasted and an improvement over June, reflecting the impact of our actions to reduce costs and streamline operations, as well as the positive impacts that the steel tariffs have had on spot market pricing," said John Maczuzak, President and Chief Operating Officer. "We have improved our overall position, including liquidity, in part due to better selling prices, but also by renegotiating vendor agreements, reducing costs and lowering inventories. These factors, along with the support of our customers, vendors and employees, have all contributed to the progress thus far achieved in our reorganization," he concluded. All statements contained in this release, other than historical information, are forward-looking statements. A variety of factors could cause business conditions and the Company's actual results to differ materially from those expected by the Company or expressed in the Company's forward-looking statements. Additional information concerning these factors is available in the Company's most recent Form 10-K for the year ended December 31, 2001. The Company undertakes no responsibility, other than as required under applicable law, to provide future status reports regarding its financial results or its reorganization. Headquartered in Mishawaka, Indiana, National Steel Corporation is one of the nation's largest producers of carbon flat-rolled steel products, with annual shipments of approximately six million tons. National Steel employs approximately 8,200 employees. Please visit the Company's web site at www.nationalsteel.com for more information on the Company and its products and facilities. EX-99.2 4 dex992.txt PRESS RELEASE DATED AUGUST 29, 2002 Exhibit 99.2 [Logo of National Steel] - -------------------------------------------------------------------------------- National Steel Corporation 4100 Edison Lakes Parkway Mishawaka, IN 46545-3440 News Release Media Contact: Ronald B. Freeman 574-273-7559 Analyst / Investor Contact: William E. McDonough 574-273-7414 NATIONAL STEEL CORPORATION CORRECTS REPORTED JULY 2002 EBITDA Mishawaka IN, August 29, 2002 - National Steel Corporation, in its press release dated August 28, 2002, reported that its July 2002 EBITDA was positive $7 million. The corrected EBITDA for July 2002 is positive $12.9 million. All statements contained in this release, other than historical information, are forward-looking statements. A variety of factors could cause business conditions and the Company's actual results to differ materially from those expected by the Company or expressed in the Company's forward-looking statements. Additional information concerning these factors is available in the Company's most recent Form 10-K for the year ended December 31, 2001. The Company undertakes no responsibility, other than as required under applicable law, to provide future status reports regarding its financial results or its reorganization. Headquartered in Mishawaka, Indiana, National Steel Corporation is one of the nation's largest producers of carbon flat-rolled steel products, with annual shipments of approximately six million tons. National Steel employs approximately 8,200 employees. Please visit the Company's web site at www.nationalsteel.com for more information on the Company and its products and facilities. -----END PRIVACY-ENHANCED MESSAGE-----